Weight loss and maintenance continues to be problematic for individuals who are overweight or obese. State- of-the-art treatment is delivered face-to-face (FTF) between care providers and small groups of participants and this is time consuming, expensive, and presents numerous barriers to the participant such as travel, conflict with work and home, need for child care, loss of anonymity, and others. Likewise barriers for the care provider such as office space, meeting rooms, inventory, etc. We are nearing completion of an 18 mo. study of an alternative delivery system of a phone based system versus a traditional FTF clinic and have found equivalent weight loss and maintenance and significantly lower cost for phone compared to FTF (DK76063 Equivalent weight loss and maintenance for phone and clinic weight management programs). However ~40 percent of weight loss has been regained for both groups during maintenance. To continue exploration of alternative delivery systems and to improve maintenance of weight loss, we have completed a pilot of Second Life (R) (2L), a virtual reality platform that allows an individual to be represented by an avatar they create to attend clinics and practice behavioral skills. The pilot of 2L demonstrated continued weight loss during 6 mos. of weight maintenance and we wish to see if these promising results are confirmed in a full-scale trial. The proposed investigation continues our exploration of alternativ delivery systems for weight management. We propose a randomized trial to test the effectiveness of a phone based program compared to a 2L program for weight maintenance. All participants will undergo 6 mos. weight loss (-6 to 0) using the phone approach and then will be randomized at mo. 0 to either continue the phone approach or use 2L for 12 mo. of weight maintenance (0 to 12 mos.). The primary outcome is weight maintenance from 0 to 12 mos. We expect individuals randomized to 2L will have significantly better maintenance (less weight regain) compared to individuals who receive the phone clinics. Secondary analysis will explore potential mediators for our primary outcome including levels of PA, energy intake, macronutrient composition, consumption of fruits and vegetables, self-efficacy for PA and diet, problem solving skills and utilization of experiential lessons. Process analysis will be conducted to obtain both qualitative and quantitative data to monitor quality control, determine if the interventions were delivered as intended, and assess challenges and barriers to effective implementation, participant satisfaction, and potential competing factors that may have contaminated or reduced the effectiveness of the intervention.